Clay&AssociatesAdvocates

Corporate & Commercial

Your Business, Our Solutions.

Analysis and commentary on Kenyan law as it is practised: corporate, IP, regulatory, disputes and the industries we serve. Written by the advocates who do the work.

An empty formal boardroom with a long conference tableRegulatory & ComplianceYou Have to “Comply or Explain”. What Actually Counts as a Good Explanation?Kenya's CMA Code of Corporate Governance Practices and the Mwongozo Code both run on a "comply or explain"…18 Sep 2026A factory worker grinding metal with sparks flyingRegulatory & ComplianceDoes ESG Reporting Apply to My Small Business? The Supply Chain Answer Most SMEs MissIf your business is not listed on the Nairobi Securities Exchange and does not raise capital from the…18 Sep 2026A padlock resting on a laptop keyboardCorporate & CommercialIf We Get Hacked, Is the Board Personally Liable?The honest answer is: usually not directly, but the exceptions are exactly the situations most boards are not…18 Sep 2026A director writing and signing a company documentCorporate & CommercialWhat Are My Legal Duties as a Director of a Kenyan Company?Being appointed a director of a Kenyan company comes with a specific set of statutory duties under the…18 Sep 2026An open filing cabinet drawer holding company recordsRegulatory & ComplianceThe “Contact Person” Rule: The Compliance Role Most Private Companies in Kenya Don’t Know They NeedSince November 2023, a private company or company limited by guarantee that has neither a Kenya-qualified company secretary…18 Sep 2026A man working alone at a laptop, representing a single company directorCorporate & CommercialHow Many Directors Does a Kenyan Company Actually Need?Search this question and you will find confident, conflicting answers: some sources say one director is enough, others…18 Sep 2026Two colleagues reviewing a tablet together in an officeRegulatory & ComplianceDoes My Company’s Whistleblowing Duty Stop at Bribery? What Kenyan Law Actually CoversIf a company has already put a whistleblowing channel in place to satisfy the Bribery Act 2016, it…18 Sep 2026A businesswoman working at a desk with a laptop and notebookRegulatory & ComplianceIs My SME Legally Required to Have Formal Governance? What Changes as You GrowThe short legal answer is no. Kenyan company law does not force a small or medium business to…18 Sep 2026Two colleagues reviewing a document on a laptop togetherCorporate & CommercialWhat Am I Actually Signing Away in My Startup’s Term Sheet?A term sheet is usually two or three pages, non-binding on most of its terms, and describes itself…18 Sep 2026 Talk to usNeed advice on Corporate & Commercial?Speak to an advocate about your Corporate & Commercial matter.Get in touch